Insert PsuedoDeity Here
by James Firebrand
Summary: ACMSES. Things are spiraling out of control around Lily fast. Ben is still oblivious to her feelings, but Avak isn't, which causes her to make a horrible mistake. Not only that, Matthew is back. But so is someone else. And he wants to play a game...


**Disclaimer: I do NOT own Demigod**

**Any appearing members of the Society belong to their respective Authors.**

**Insert Psuedo-Deity Here**

**Nine months. Nine FREAKING months. This fic did NOT WANT TO COOPERATE. I had everything planned out, but just couldn't...arrange it right. I guess I owe Isis the Sphinx and MOTL for getting me to include the crucial plot element that finally made everything fall into place. But enough of my ranting. It's been 3/4ths of a year since my last fic. Enjoy.**

**Don't know what the Society is? Google our wikia and knock yourself out.**

**Thanks to Valerie for betaing this as well as helping with a certain scene. ;)**

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><p><em>And she walks her way so treated<em>  
><em>Leads away from the blessings she's earned<em>  
><em>Gone away the meaning<em>  
><em>Before the day against the morning<em>

_Calling is guiding_  
><em>Dazzling her instincts<em>  
><em>Dancing with me<em>  
><em>Forever the black waltz<em>  
><em>-Kalmah, The Black Waltz<em>

* * *

><p>"Dare...I ask...what you're going to do with that?" Ben panted, one hand against the wall outside Michael's office.<p>

"What, this?" Shirley asked, holding up a limp, bloody lung in a claw. "I'm gonna stick it with the rest of my collection."

Ben was one of the fastest members of the Society outside of users of techniques such as the Flash Step, but even so the Stu he'd been sent after had led him on a merry chase across half the city before he grew bored and opened a Plothole to escape. He might have gotten away too, if he hadn't felt the need to stop and toss off a dramatic one-liner, which gave Shirley enough time to sneak up behind him.

"Just how big has that thing gotten?"

Shirley smirked. "Do you really want to know?"

"No," Ben said, wiping sweat off his forehead with a sleeve and straightening up. "Right now all I want is a shower."

Shirley shrugged and trotted off, and for once Ben was too tired to try and figure out why he could never manage to see below her waistline. He groaned and started shambling towards his room. He had a sneaking suspicion his legs would be cramping up in the morning.

"Hey, handsome, how was your mission?" Lily came up beside him and gave him a quick peck on the cheek. She wrinkled her nose. "Ooh, you're all sweaty!"

Ben grimaced. "Yeah, but I got the Stu, so it's all good."

Lily smiled brightly. "In that case, I've got the perfect thing to celebrate!"

"Oh, really?" Ben couldn't remember the last time he'd seen Lily look so...happy. Before he could ponder the matter any further, Lily grabbed him by the arm and started pulling him away.

"Hey, go easy on the legs!" Ben laughed as he stumbled.

"Oh, hush, you," Lily said, sticking her tongue out. "You're not the only one who's been busy the past few hours."

"What's that supposed to-woah..."

What appeared to be the largest flat-screen the Library had to offer had been relocated into one of the smaller entertainment rooms, along with an over-stuffed couch and either two or three tables. Ben wasn't sure exactly how many tables had been wedged into the room, as they were all covered with snacks and junk food of every kind. Pizza, M&M's, cookies, various snack-sized candy bars, bottles of pop, nachos, tortilla chips and salsa all competed for space on the cramped table tops.

Lily couldn't help but giggle at the sound Ben's jaw made when it hit the floor. "And to top things off, I managed to track down your favorite movie series. She said as Ben tried to pick his jaw up by the floor. "Ocean's 11?" He laughed as he took the DVD from her. "OK, spill it, how in the name of Kai Hansen did you manage to get all this food?"

"Well, it wasn't easy," Lily admitted. "Tash had to order the pizza for me, and I now owe Rhia a big favor for making a lot of this, and I owe Adrian an even bigger favor for letting me have all this candy."

"And do I even want to know how you kept everyone away from this?"

Lily smiled sweetly. "Let me give you an example. I told Aster that if she came anywhere near this food, I would use Egg Bomb to rig every single anime and manga volume in the entire library to explode in her face the instant she touched it."

Ben blinked, "You know, I'm not quite sure how, but every now and then you end up scaring me worse than Shirley."

Lily giggled again. "I try..."

"Care to remind me again what I did to deserve this?" Ben asked, putting and arm around her.

Lily glanced away to hide the shadow that flitted across her face . "Nothing. Nothing at all..."

Ben raised an eyebrow, but Lily gave him a shove before he could say anything. "Go and shower, sweaty. I'll get these set up," she said, picking up the DVD's from the tabletop.

"OK," Ben laughed, "Be right back."

Lily waited until Ben's footsteps had faded before she let the smile slide from her face.

She owed a lot of people a lot of favors for helping her get this night set up, and if it fell through...she didn't know what she'd do...

Desperate to keep her mind occupied, Lily set about pointlessly rearranging the dishes on the table, focusing determinedly on the glut of snack food and nothing else.

"Ok, ready!" Ben said as he walked in a few minutes later, running his hand through his still-damp hair, trying to remove the scraggliness from the normally frizzy follicles.

He plopped himself down onto the couch next to Lily and popped a blue M&M into his mouth as she hit play on the remote and settled back next to her boyfriend. Ben wrapped an arm around her and pulled the former Mary-Sue closer to himself, tilting his head to inhale the scent of her vibrantly colored hair.

Lily smiled as she felt Ben's nose tickle the top of her head and snuggled closer to him. It looked like things were going to turn out perfectly after all...

Then Jess walked in and Lily's heart stopped.

"Hey, Ben?" She called, sticking her head around the door. "Can I ask you about-" she stopped dead mid-sentence as her gaze fell on the coffee tables straining under the weight of the food. "What...where...how...who?" she sputtered, her mind overloading at the sheer quantity of junk food before her.

"Lily really outdid herself, huh?" Ben asked proudly.

"_You_ put this together?" Jess asked, her eyes nearly bulging out of their sockets. "Oh, you're my new best friend now."

Lily smiled weakly as panic surged through her body like coffee out of Ben's floodgates. _Oh dear god, please don't let her stay, please, I'll do anything, just don't let her-_

"Want some?" Ben asked and Lily felt like crying.

"I wouldn't want to interrupt..." Jess said without taking her eyes off the food.

"You're not interrupting," Ben laughed, "I mean, it's not as if we can eat all of these by ourselves."

Jess kept staring at the pizza, wrestling with herself a moment longer before she finally gave in and almost dove at the table.

"So you wanted to ask me something?" Ben asked once Jess had finished inhaling her food.

"Oh, right," Jess said, sitting down on the other side of Ben, wiping her hands on her jeans and bending over to pick up several sheets of paper she'd dropped on the floor mid-lunge. As she did so, the back of her In Flames shirt slipped up, inadvertantly giving Ben a front-row view of the pentagram tattooed on her lower back. Ben's eyes widened for a second before he snapped his gaze back to stare fixedly at the TV screen, blushing.

Rage boiled up within Lily to join the cocktail of emotions swirling within her. It was all she could to keep from lunging at the keyboardist sitting on the other side of Ben.

Jess straightened up, oblivious to the anger she had just incited in Lily, and handed the papers to Ben. "I was wondering what you wanted to do about this song, do you want to move your solo until after the third bridge or do you want to leave it and let Valerie sing a cappela here?"

Ben removed his arm from around Lily to take the papers from his bandmate and soon lost himself in the world of guitar tabs and hastily scribbled lyrics.

Lily kept her unseeing gaze fixed on the TV screen as she set her jaw in an attempt to keep the tears at bay. After all the time and effort she had taken to prepare this evening, and Jess just had to show up and ruin it. Her hands curled into fists. All she wanted was a sliver of time to be alone with her boyfriend. Was that really so much to ask?

It was only when the DVD player beeped that Lily returned to reality and realized that the movie had run it's course and was now back at the main menu. She looked over at Ben and Jess only to see that they had fallen asleep leaning against each other, Ben's head resting on Jess' head which was in turn nestled into his shoulder, papers strewn around them.

Lily's defences, which had wavered for so long, finally crumbled. Lily fled the room, barely able make out where she was going through the haze of tears, but the next thing she knew she was fumbling with the door to her room. Slamming the door shut behind her, the sobbing girl threw herself onto her bed and buried her face into her pillow. It was over. Everything she'd done, everything she'd tried, it was all for nothing. For just a few precious seconds back there, everything was going to be OK, but then...

A soft knock sounded at the door. "Go away!" Lily yelled, her voice breaking along with her heart.

"...Lily?"

Lily raised her tear-stained face from the pillow. It was Avak.

"Is...e-everything alright?"

From the sound of his voice, Avak was clearly worried and sounded more than a little scared. Rolling out of bed, Lily opened the door. Avak's worried eyes widened even further at the sight of Lily's miserable, tear-stained face.

"What happened?"

Lily wanted to know the answer to that too. Just where had she gone wrong? What had changed between herself and Ben to make him start treating her like this?

She didn't know. Godamnit, she didn't know.

She opened her mouth to reply, but all that emerged was a strangled sob. She threw her arms around Avak and buried her head into his shoulder, the tears returning.

Avak was scared and confused. For one thing, why was Lily crying? And for another, why had she put her arms around him like this? He'd seen a few other people around the Library do similar things to each other, but they always seemed to be happy when they did it, so why wasn't Lily? He wasn't sure how to respond. Slowly, cautiously, he gently put his own arms around Lily which only seemed to make her cry even harder. Avak started to release Lily, only to have her squeeze him even tighter and release a sobbing "Don't."

Dutifully, Avak wrapped his arms back around her trembling form, holding her close to himself. Lily cried for what seemed like an eternity, but eventually, there were no tears left to shed.

"...what happened?" Avak asked once several seconds had passed, their arms still around each other.

Lily took a shuddering breath, struggling to maintain her wavering composure. "B-Ben...he and Jess...they-" she was unable to finish the sentence, burying her face in his shoulder again.

"Are you alright?" Avak asked, concerned as Lily raised her head. She sniffed and nodded, wiping the tears from her eyes."...Thank you, Avak," She said, looking up into his eyes, cupping his cheek in her hand. "You're a good friend."

Avak stared into Lily's bright green eyes, still shining with unshed tears. He started to say something, but before he knew what was happening, Lily had pressed her lips against his and held them there. Avak froze, his heart stopping as his eyes widened in shock, unsure how to respond to this strange action from Lily. Before he could decide, Lily broke from his embrace and ran back into her room, slamming the door behind her.

Avak stared blankly at the door for a moment, but the wood paneling offered no explinations. His head was spinning and he raised a hand to his mouth, touching his still tingling lips. Slowly, he turned and walked back to his room, just as worried and confused as ever. What was going on?

On the other side of the door, Lily sank to the floor, her head in her hands. Her eyes burned, but no tears came. What had she done? A sob shook her shoulders.

Just when she thought things couldn't get any worse...

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><p><em>I stare into your eyes<em>  
><em>I don't like what I see<em>  
><em>Whoever's in your head right now<em>  
><em>It certainly isn't me<em>

Lily stared down at the poem she'd written, the words staring back up at her from the ruled sheet of paper. She sighed, crumpling the poem up and letting it fall from her listless fingers back onto the table in front of her. She'd never been particularly creative, but after the events of last night, she desperately needed some sort of an outlet.

She'd remained in bed for as long as her conscience would allow, but except to grab a late breakfast, she hadn't left her room at all; the last thing she wanted was to see anyone, least of all Ben or Avak. There was no excusing what Ben was doing to her, true, but there was no justifying her actions last night either. Why had she kissed Avak? What had she been thinking? Now things were more complicated than ever. Lily buried her head in her hands. Try as she might, she couldn't see any way out of this mess...

The vibration of her communicator jolted her out of her misery. She'd forgotten to turn the device off. She considered ignoring whoever it was that was trying to contact her, but decided against it. She pulled the device out of her pocket and looked at it. It was Michael.

"Hello?"

"We've got him!" Michael proclaimed in way of greeting. "Matthew's popped up in a Defense of the Ancients rip-off called Demigod. Get down here and I'll fill you in!"

Lily squared her shoulders as Michael cut the connection. Right. Enough feeling sorry for herself. She was an Agent of the Anti-Cliche and Mary Sue Elimination Society and she had a duty to accomplish. She shoved the crumpled-up poem into a pocket and strode out the door purposefully. Matthew was not going to escape from her this time.

* * *

><p>"This is all we know about Demigod," Matthew said, handing Lily a folder. "From what we can tell, it's billed as an actionstrategy type game, where players control one of eight Demigods in an attempt to defeat the other team or accomplish certain objectives."

"What about the plot?" Lily asked, flipping a page over to scan the other side.

"There's not much of it," Matthew admitted. "Apparently a god got kicked out of the club, and now a bunch of his illegitamte children are fighting in a tournament to see who gets to take his place."

"You said there were eight demigods?"

Michael nodded, handing her another sheet of paper that detailed the eight player characters. "There are two types of them. Assassin Demigods are solo, front-line fighters. General Demigods are weaker, but can summon small armies to fight for them. They've been divided into The Forces of Light, and The Forces of Darkness. Fourtunately, or mabye unfortunately, you'll only have to worry about half of them."

Lily looked up from the dossier questioningly.

"Matthew killed all four of the Light Demigods when he arrived," Michael explained. He sighed. "Normally, that'd be a bad thing, but if it means you don't have to fight them," he shrugged before continuing.

"I don't need to tell you how importaint it is that we catch Matthew here," Michael said, folding his arms. "Avalon Code is still on lock-down, since Matthew had The Book of Prophecy, and we've had to put a freeze on Aria of Sorrow as well, since he's stolen the all the Souls in Dracula's castle. He needs to be stopped now, before he can do any more damage."

Lily nodded, handing the folder back to Matthew. "I won't let him escape this time," she vowed.

"I know you won't. That's why I'm sending Avak with you."

Lily flinched. "Avak? Can't I take someone else?" she asked desperately.

"He already proved himself to be a competent fighter during your mission to The One, didn't he? Besides we need more data on him, and you'll need the help!"

Lily felt as though she'd been stabbed in the stomach. "Help? I-"

"You were nearly killed the past two times you faced Matthew, and he's only gotten stronger since. You'll need all the backup you can get." Michael said bluntly and Lily lowered her head.

So...I'm not the only one who thinks I'm weak...

"I understand," she said at last, raising her head. "I'll get Avak and leave immediately."

* * *

><p>Avak sighed as he closed the book and put it down on the desk, the weighty tome emitting a soft thump as it came to rest.<p>

"Finished?" Valerie asked, looking up from her work.

Avak shook his head silently.

Valerie frowned. Avak had been acting strange all day. "Is something wrong?"

Avak just shrugged. "Can't concentrate,"

Valerie's frown deepened, but she returned her attention to Rhia's bloody finger."I've put some iodine and rubbing alcohol on it," the healer said, giving the bandage a final wrap. "Just try not to bend it too much and it should be fine."

"OK," Rhia replied, wiggling the digit experimentally. "It didn't look too serious, but I thought I should come see you anyway."

"It's a good thing you did," Valerie commented, getting up and moving to a nearby sink to wash her hands. "I can't even imagine what must build up on those knives of yours in the cooking process."

Avak had been staring off into space for several seconds, but a knock on the door snapped back to reality.

"Hey, is Avak in here?" Lily asked, poking her head in.

"He's over here," Valerie said, nodding towards the bassist, who stood as Lily walked into the room.

"Hey, Lily," Rhia greeted her, "How'd it go last night?"

"Last night?"

"With Ben?" Rhia prompted. "I helped you get all that food ready?"

"Oh..." A shadow passed over Lily's face. "Fine..."

Rhia frowned, but before she could press for details, Lily seemed to recover, "Matthew's back," she said. "I'm getting ready to go after him, but Michael wants me to take Avak with me." Lily explained, and the wheels in Valerie's head started turning.

Lily hadn't been herself for a long while, and now Avak was acting strangely as well. In fact, Lily hadn't even looked at Avak since she came in, choosing to keep her eyes downcast instead. She'd sounded less than thrilled about having to take Avak with her on the mission as well.

"You ready?" Lily asked Avak, who nodded, picking Abraxis up from where it leaned against his chair, slinging it across his shoulders.

"Good luck, and be careful, you two," Valerie said as the two Agents headed out the door, receiving a half-hearted smile from Lily in return. "We'll try..."

Valerie and Rhia shared a look as the door closed.

* * *

><p>Once they were out the door, Lily started down the hallway purposefully without a backwards glance. Avak hesitated for a moment, then hurried after her. "Lily?"<p>

"What?" Lily asked without breaking stride or looking back.

Avak bit his lip, "Um...I was just...I was wondering...I-I mean..." He stopped walking. "Are you alright?"

Lily stopped mid-stride as well, her back still to Avak, who took this as a sign to continue. "I mean...last night you were-"

"Avak." Lily cut him off, and for the first time, there was a catch in her voice. "I...I can't do this right now," she said staring at the floor, her hands curled into shaking fists. "Let's just finish this misson, and I promise we'll talk about what happened last night when we get back. I promise. Please..."

Avak was silent for a moment, staring at the girl in front of him for a long second. Then he nodded. "OK." He said quietly.

"Good," Lily straightened her shoulders and raised her head. "C'mon. We've got a job to do..."

* * *

><p>"The Third Sequel."<p>

"The Ghost Of Man?"

"Three of us are girls!"

"Oh. Right."

"Requiem?"

"Cool, but done to death."

"Grrrrrr..."

"Oops. Sorry, Shirley."

"Sledgehammer?"

"Sounds too much like Hammerfall."

"I still want to do something literary-based."

"Hey, Valerie? What's the highest number in the Dewey Decimal system?"

"1000.0."

"Meh, too boring."

"How about The Dead Librarians?"

"That's not funny, Shirley!"

"Bite me," the Clichè Stick growled, chewing on a splinter left over from one of her drumsticks. "We've been at this for hours now and we still don't have a name for our band!"

"I think Shirley has a point," Valerie said, getting up from her seat and looking around the dingy room. "There's no point in trying to force anything here. We'll come up with a name eventually." Valerie wondered for the umpteenth time why Ben insisted on playing in this cramped, dusty space. He had said something before about the tradition of all bands starting out in their garages and working their way up, but Valerie really didn't see how that made much sense.

"Guess you're right..." Ben muttered, slinging Bahamut across his back and standing as well. "By the way, where's Avak? I haven't seen him all day."

"Lily stopped by the med ward earlier," Valerie explained. "Matthew's back, and she needed his help."

Ben chuckled. "Those two on a mission together? Matthew doesn't stand a chance."

* * *

><p>There was a clank as the last solider's helmeted head was involuntarily detached from his spinal cord and tossed uncerimoniously to the ground.<p>

The floor of the throne room of the Citadel of Darkness was covered in dead bodies. The forms of soldiers, archers and even a winged angel or two lay strewn around the room, some of which were still smoking.

The Citadel's acted as strongholds for either team on the various game maps that acted as the battlegrounds of Demigod. An impossibly high mass of onyx stone, the Citadel of Darkness had been lined with streams of red jewels that glowed with a menacing light from within.

Lily contemptuously kicked the now headless corpse to the ground and turned to face Matthew.

"It's over, Slaymaker," She panted, her steely gaze unwavering.

Avak stood several feet behind her, panting as well. Blood dripped off Abraxis and stained his shirt, which was ripped and torn in several places.

Matthew sneered from the top of the dais where he sat on an onyx throne. He was still wearing the black Shadow Knight armor he'd stolen in the Castlevania fandom, the diamond blade of Claimh Solais reflecting the red light of the gems lining the stone columns of the throne room.

"You really think so?" He asked, "I don't..."

There was a sinister chuckle and all color drained from Avak's face as four dark figures materialized from the shadows of the throne room.

"You may have dispatched my footsoldiers," Matthew said smugly, leaning back on the throne, crossing his legs and steepling his fingers. "But let's see how you fare against the Demigods of Darkness."

He snapped his fingers and the next few seconds bluured.

The demonic monster who seemed to be inside out, with both it's black, spiny bones and gooey internal organs on the outside, struck first, pouncing at Avak. Avak spun out of the way, aided by the force of Abraxis' swing and drove the axe into the chest of the monster.

The Unclean Beast roared in pain, rearing back as viscus green fluid began to pour from the wound. Avak yanked Abraxis from the wound and hastily stepped back, avoiding the pool of bubbling liquid. Raising Abraxis above his head, he brought the axe down on the neck of the beast as it fell back onto all fours, severing it's head from it's body. The Unclean Beast's body writhed for a moment, before exploding into a geyser of sickly-looking bodily fluids that bubbled and hissed menacingly.

He turned to help Lily, but caught a blur of movement at the very corner of his eye and barely had time to duck as Lord Erebus flashed past him, fangs mere centemeters from his neck.

The vampire snarled as it spun and lunged at Avak again, but this time Avak was ready for him. He swung Abraxis with all his might, catching Erebus in mid-air, the axe-head smashing through the vampire's ornate armor and embedding deep into Erebus' chest. In an extension of the same movement, Avak swept Erebus off his feet and carried him through the air on the battle-axe, slamming him into the pool left by the Unclean Beast.

The vampire screamed and writhed as the acidid fluid ate through his armor and skin. He clawed desperately, trying to free himself, but Avak kept him pinned to the ground with Abraxis. Within seconds there was nothing left but charred bones.

Lily had instinctively turned to face Avak when the Unclean Beast pounced at him, but before she could take a breath, something snaked around her ankle, jerking her roughly into the air by her foot. The world spun for a moment, and when it stopped, Lily found herself hanging upside down, held by a vine.

"My..." A voice purred. "What a tasty little morsel we have here."

An upside down figure swung into view, revealing the form of The Queen of Thorns. The Queen, a wicked fairy dressed only in vines that barely served to protect her modesty, licked her lips. "Yours is a life force I will enjoy consuming." The giant beetles who carried her rose chariot clacked their mandables menacingly.

"Torch Bearer!" The Queen called out in a sing-song voice. "Would you mind roasting this peice of meat for me?"

"With pleasure," a grating voice replied, and Lily twisted herself around just in time to see an armored sorcerer, covered in flames, raise his staff and point it at her. "Any last words?" the twisted mage rasped.

Lily snarled in response. "Ice Blow!" There was a hideous cracking sound as the spear of ice impaled both the beetles and the Queen of Thorns, who screamed as she fell There was a bright flash of light, accompanied by a cry of "Wild Line!", as the over-sized blade sliced through the vine holding Lily, who rotated in mid-air, swinging her sword along with her spin and separating the Torch Bearer's torso from his legs in a single blow.

The Wild Line blade exploded into motes of light as Lily's feet hit the ground, a second before the corpses of The Queen of Thorns and the Torch Bearer.

Lily turned back to face Matthew as Avak ran over to stand beside her, his grasp on Abraxis unyeilding.

"_It's over_, Matthew," Lily repeated, her eyes hard.

Matthew was unfazed. "Very impressive," he sneered, "but you forget, I've got The Book of Prophecy!" He flourished the tome. "As long as I've got this, I've got an endless, invincible army at my command!" He yanked the book open and slammed a palm down onto the page. "You may've been able to defeat four Demigods without much trouble," he said as a nexus of black energy erupted from the pages and began to play about the book. "but let's see how well you fare against ten thousand of them!"

The room grew dark as the Citadel began to shake. A great roar filled the room as huge chunks of stone fell from the impossibly high ceiling, falling thousands of feet to shatter on the gilded floor.

Lily tried to shout something to Avak, but her voice was carried away in the din. Avak sounded a wordless cry and charged the dais, raising Abraxis above his head. Matthew snarled and yanked Chlaim Solais from it's place on his back and moved to meet him.

Lily raised her hand to intervene, but before any of the three combatants could land a blow, the entire back wall of the citadel exploded inwards. The room spun as Avak was knocked across the room, rolling several times before he came to a stop against a mess of fallen stone. Fireworks exploded behind Lily's eyes as she was knocked over, her head colliding with the ground.

It took Lily several seconds to recover, but she gritted her teeth and forced herself to her feet and looked around. Avak was already back up and hurrying over to join her. She paused when she saw Matthew struggling back to his feet himself, leaning against a pillar for support.

_He wasn't the one who did that...so then..._

She turned back to the dais and froze. The black throne had been toppled over, and a gaping hole had been blasted in the wall, revealing the game map beyond, but that wasn't what caught her attention.

A young man leaned against the throne, flipping madly through The Book of Prophecy, his eyes darting back and forth at dizzying speeds. His appearance was unremarkable, dressed in jeans and a wrinkled Bioshock T-shirt, with messy brown hair and blue eyes, but Lily recognized him from the Society's monitors...

He glanced up from The Book of Prophecy and his eyes lit up. "Hey! What's up? How's it going! You're Lily, right? I've heard a lot about you! You're on the other side now, huh? Sweet!"

"W-who's he?" Lily almost jumped at the sound of Avak's voice. Her mind had all but shut down in fear at the sight of the newcomer and she had forgotten all about Avak.

"Dude! Avak! You're the noob, right? Nice to meet ya!" He started hopping from one foot to the other. "Oh, man, this is gonna be great! All we need now is-!"

"Who're you!" Matthew yelled, his eyes flaming.

"Who, me? I'm Passion. I'm a Sovereign. Pretty sweet, huh?"

Matthew didn't seem fazed by the newcomer's proclimation. "Give me back The Book of Prophecy!"

"What, this?" Passion asked, gesturing carelessly with the book. "Why do you even want it? It's not as if it's that great a-"

He was cut short as a snarling Matthew launched himself at him, Chlaim Solais glittering red in the malevolent light of the Cidatel. In a flash, the Passion backhanded Matthew with the Book of Prophecy, sending him flying. Matthew hit the floor hard and slid several feet from the force of the blow, his black armor sending up showers of sparks as it grated on the stone floor.

"Dude! Not cool!" Passion protested, sounting rather petulant.

Meanwhile, Lily's mind was racing. Why on earth had a Sovereign showed up here? He didn't seem interested in The Book of Prophecy, so what was he after? No, that didn't matter. She had to get herself and Avak away from here now.

Avak, who was staring slack-jawed at Passion, jumped when Lily hissed his name quietly. "Avak! Your Plothole Generator! Use it! Now!" It took a moment for the message to sink into Avak's stunned brain, but once it did, he dutifully pulled out the raygun device and fired.

The sound of space-time ripping caused Passion's head to spin around. "Hey!" he yelled, snapping his fingers.

Avak yelped as the Plothole Generator started sparking and dropped it to the flood a second before it melted into a pile of slag, the Plothole fizzing out of existence.

"C'mon, don't run away just yet," Passion pouted, "We haven't even started playing yet." he looked from Matthew to the Agents, "We just need one more player..." He glanced up towards the ceiling and his face lit up. "Ah!"

There was a blur as Sovereign flash-stepped away, then blurred back into sight a split-second later, holding a wildly struggling Holly, who was screaming at the top of their lungs.

"Look what I found in the Finger of God!" Passion proclaimed proudly over Holly's shrieks.

Lily paled. The Finger of God was an immensely powerful energy cannon located at the top of Citadels to repel attackers. If either she or Avak had even come close to defeating Matthew, Holly would've annihilated the both of them before they could blink.

"There," Passion said, as he set the Sue down on the ground, sounding pleased with himself. "Now the teams are even!" No sooner had Holly's feet hit the ground than she fled to stand beside Matthew, glaring at Passion.

The Sovereign looked around, beaming, only to find a combination of fearful, distrustful and angry expressions facing him.

"What do you want?" Lily asked warily, keeping her gaze fixed on the Sovereign.

"I just wanna play a game!"

"We aren't interested in your little games!" Matthew snarled.

"But you don't even know what it is!" Passion pouted, "C'mon! It won't take that long, I promise! Watch!"

Before anyone could respond, Passion snapped his finger and the next thing they knew the Cidatel had vanished and the two agents and Sues found themselves outside. Lily whirled around assessing their surroundings, while Avak gaped.

_This is the Mandala map..._ Lily realized, turning in a circle. Mandala consisted of a number of blue stone rings nestled inside one another and connected by small bridges.

"OK! We're going to play Capture the Flag!" Passion announced. "Which ever team brings the most flags back to the middle, wins! Go!" Without further ado, the Sovereign shot up into the sky and was quickly out of sight.

The Agents and Sues looked at each other, stunned for a breif moment, then, as one, turned and sprinted in opposite directions.

"He wants us to collect flags?" Avak puffed as he ran beside Lily towards the next outer ring.

"Flags are a way of marking territory in this game," Lily explained, her mind mapping out the area and calculating the fastest way to reach the most flags. "Controlling them nets you bonuses like extra experence or reduced cool-down times for skills."

"Oh..."

Lily stopped abruptly as they reached the first ring, "You go one way, I go the other," she ordered. "We can cover more ground that way."

Avak hesitated, "But..."

"Just go!" Lily urged, before turning and runnning down the ring.

Avak hesitated before turning and doing the same.

Lily found the first flag right where she thought it would be, flapping idly in the wind. She considered trying to pull it from the ground, pole and all, but decided against it. She had a lot of ground to cover and trying to lug a pole twice her size would only slow her down.

"Live Slow, Die Fast!" She yelled, ripping the flag from the pole with the telekinetic Pin. Balling the smooth fabric up in her fist, she struck out for the next flag. Passion hadn't given them any time limit, but she was sure he was watching...

* * *

><p>"Dammit!" Matthew swore, spinning in a circle.<p>

"What?" Holly demanded, "C'mon! We've got to keep moving!"

"I know!" Matthew snapped, "I just don't know where the next flag is!"

"What? C'mon, use your Peeping Eye Soul!"

"I am! But this map is huge!"

"Well, think of something!"

"I'm trying! Dammit!" Matthew swore again, slamming a fist against a plate-armored thigh. "We shouldn't have to put up with this! We're Sues, just like him!" he jabbed a finger at the sky.

"But we're not Sovereigns, he is!" Holly pointed out.

"He's still just one person," Matthew snorted.

"He still managed to send you flying, didn't he?"

"He got lucky," Matthew waved her aside. "Besides _I_ won't be the one taking him on this time."

Holly raised an eyebrow.

"You remember where you dumped the bodies of those Light Demigods we killed when get got here?"

Holly frowed. "I think so...why?"

Matthew tossed her The Book of Prophecy. "I trust you know what to do with this?"

Holly nodded. "But what are you going to be doing?"

Matthew grinned wickedly.

"I'm going to go shopping."

* * *

><p>Lily's teeth were aching. She'd been running almost non-stop for nearly a half-hour, her legs tingling from the vibrations of running on stone. Her clothes were soaked with sweat, but there were several flags clenched in her fists, and she was nearly back to the center of the map .<p>

"-ily! Lily!"

Blinking the sweat from her eyes, Lily turned. Avak was jogging up to her, carrying a number of flags, poles and all, resting against his shoulder. He wasn't breathing as hard as she was, but he hadn't obtained as many flags either.

"You OK?" Avak asked, letting the butt of his flagpoles slide to the ground. "Where are your flags?"

"...here," Lily panted, holding up a hand to show him the silver fabric clenched within.

"Oh," Avak replied, glancing up at his own flags, obviously never even having considered that.

"Come on," Lily said, wiping the sweat from her forehead. "Let's get this over with..."

Passion was hopping from one foot to the other, balancing precariously on the edge of the ring when Lly and Avak arrived.

"...58...59...60!"

The hyperactive Sovereign beamed at them as they approached, carrying their flags. "Just in time! If you hadn't made it back before now, I would've tracked you down and killed you!"

Avak paled, "You never told us that!"

Passion grinned, "Just because you don't know the rules doesn't mean they don't exist. Now then! Let's go ahead and tally up how many flag's you've gotten before those other-" He paused, frowning, and looked down at the crossbow bolt that had suddenly sprouted out of his chest. He glanced back up at Avak and Lily, confusion written all over his face, before falling backwards and tumbling over the edge of the ring into the abyss beyond.

Avak gaped, dumbfounded, at the space where Passion had stood only moments before, but Lily was already on the move. "Get down!" She barked, teleporting over to him with Top Gear and tackling him to the ground, knocking the flags from his hands. There was a zipping noise as two more crossbow bolts snapped by overhead, one of which ripped a hole in one of Avak's flags as he fell.

"Aww...I missed," A deep voice said in dissapointment.

"It's OK, Regulus," Holly replied, and even from where she fell, Lily could hear the smirk on her face. "You've have plenty of opportunities to shoot them later."

"Like hell he will," Matthew growled as Lily and Avak pulled themselves to their feet, "She is mine. You can do what you want with that other one."

Matthew and Holly stood several feet away, flanked on either side by the Demigods of the Forces of Light.

"Wha-what are they doing?" Avak asked, paling.

"Isn't it obvious?" Holly giggled, waving The Book of Prophecy.

"We originally killed all of them when we initially arrived here," Matthew explained, "We didn't think we'd need them, but circumstances changed."

"Matthew...do you have any idea what you've done?" Lily hissed, clenching her fists.

"Of course I do," Matthew snorted. "I removed an obstacle that was in my path, just like I'm about to do to you."

"The other Sovereigns won't let you get away with this!"

"Oh, please," Holly scoffed. "If they all go down as easy as Passion did, they can't be much of a threat,"

"Are you ready for Round 3, Bella?" Matthew asked, pulling Chlaim Solais off his back. "Don't think things are going to turn out the same way they did last time. Holly, keep that other one out of our way."

With that, he launched himself at Lily, swinging Chlaim Solais. Flicking her wrists, Lily activated two pins simeltaneously, warping out of the path of Chlaim Solais with Top Gear, and manifesting a jagged icicle directly in Matthew's path. Matthew rotated in mid-air, planting a foot on the icicle and launching himself off it and towards Lily again.

"Wild Line!" There was a flash of light as the sword flared to life in Lily's hands just before the Chlaim Solais connected with it. Lily gritted her teeth as Matthew pressed his sword against hers with all his strength; she could feel the Wild Line starting to give way. She threw herself to one side as the energy sword finally dissipated, causing Matthew to stumble forward. "Excalibur!" Lily shouted, firing a blast of lightning at the side of Matthew's head.

The Stu gave his sword a contemptuous flick, batting the lightning aside. The bolt slammed into the ground, breaking the rock and sending chunks of stone up into the air. "Live Slow, Die Fast!" Lily cried, thinking quickly, and sent one of the rocks flying towards Matthew.

Matthew lashed out with a hand, grabbing the rock from mid-air and hurling it back at Lily before she could react. The rock struck her in the forehead, causing an explosion of pain to blossom in her forehead, blinding her.

"You don't get it," Matthew sneered as Lily stumbled backwards and fell. "You see this?" He asked, holding up a fist. Lily squinted through the haze of pain, barely able to make out a glitter of gold on Matthew's finger. "It's the All Father's Ring. You should know what that means."

Somewhere in the back of Lily's mind, she did. The All Father's Ring was an extremely expensive artifact that boosted the stats of the wearer to untouchable levels.

"You can't beat me now," Matthew continued as Lily staggered to her feet. "I'm not just saying that out of pride, or boasting either. It's a fact now. You. Can't. Beat me."

"Mabye not," Lily gritted around the pain in her head, "But I'm going to try."

* * *

><p>Avak was gasping for breath, gripping Abraxis so tightly his knuckles had gone white, the edges of the fretboard digging into his skin. His mouth had gone dry and he was frozen to the spot, his eyes fixed on the giant snow leopard that crouched several feet away, musles tensed, ready to pounce. The relatively delicate girl on the snow leopard's back twirled a harpoon in one hand, eyeing her prey.<p>

Holly giggled as Regulus' finger tightened on his ridiculously large crossbow. "Settle down boy, let Sedna have her turn."

A rumble came from a figure clad in armor whose bulk rivaled Regulus's crossbow in terms of ridiculous. "I see no need to engage in such frivoloties when there are enemies to your person who are to be crushed."

"We've got him surrounded, Oak." Holly said dismissively. "After all, it's not as if he was a threat to begin with." She sighed as Avak thew himself to one side, the claws of Sedna's snow leopard missing him by a hair yet again. "This _is_ getting old though," She pulled out the Book of Prophecy, flipping to the healer's page in the ominpotent tome. "Seeeedna~! I'm going to increase your speed, K?"

Sedna nodded, turning her mount back to face the shaking Avak once again. "My thanks, Lady Holly!"

"Now go get him!" The Sue cheered, slamming the book closed.

The snow leopard's eyes narrowed, and that was all the warning Avak needed, he thew himself flat to the ground, the underfur of the giant cat passing less than a foot above his face as it flew over him. Avak scrambled desperately to his feet, and turned ready to dodge again. What he saw made his blood run cold.

Sedna and her mount had underestimated the immense boost The Book of Prophecy had granted them. Sedna dropped her harpoon, grabbing onto her mounts fur with all her might. The leopard's claws raked along the stone, sending up showers of sparks as the two of them were sent skidding uncontrollably across the ring.

_They're not going to be able to stop in time._

No sooner had the thought flashed through Avak's mind than Regulus opened his mouth to shout a warning, but it was too late.

The center ring of Mandala was less than 100 feet across. At the rate Sedna and the snow leopard were moving, they slid across the ring in an instant and were sent flying over the side.

Sedna's anguished scream as she was tossed into empty space and vanished stabbed straight through the heart of everyone who heard it. Then, there was silence.

Avak's mind was racing. That hadn't just happened, had it? There was no way. The way she fell looked fake! There had to be-

Regulus' anguished roar snapped Avak around just in time to see the wingless angel raise his crossbow and fire.

Avak stumbled backwards, the action saving his life as the crossbow bolt struck Abraxis and ricoched off, the force of the blow scratching the bass' paint and knocking Avak to the ground. His feet slid uselessly against the smooth stone platform as he tried to stand, when a second bolt slammed into the ground next to him, making him yelp.

"YOU BASTARD!" The sniper screamed, already cocking his crossbow for another shot. Avak started to scramble to his feet, only to be yanked back down to the ground by an invisible force. Twisting around desperately, he quickly located the source of his impediment. The second crossbow bolt that had missed him, hadn't missed his shirt, and had pinned it to the ground.

Avak grabbed at what little of the bolt remained exposed, trying to free himself, when a shadow fell over him.

If there was any moisture left in Avak's mouth after the events of the last five minutes, it evaporated now. He shuddered at the touch of the deathly cold steel of Regulus' crossbow against his forehead. He wanted to shut his eyes, but they refused, fixed on Death before them.

"End of the line." Regulus growled.

There was a creak as his finger tightened on the crossbow's trigger.

Avak's lungs contracted involuntarily, but his scream was drowned out as the platform underneath Regulus exploded and the form of an enraged Passion blasted up through the stone.

"YOU CHEATERS!"

The furious Sovereign grabbed Regulus and rocketed into the air, taking the stunned Demigod with him.

Avak had no idea what was going on, but his body didn't allow his mind time to contemplate the situation. His hand grabbed Abraxis and hacked wildly at his shirt, ripping the fabric to get free. No sooner had he regained his balance, however, than a shadow fell across him.

"To the wicked, Justice," Oak intoned, raising his axe high over his head.

Avak threw himself to one side, barely avoiding the axe as it smashed into the ground. With a growl, Oak ripped the weapon from it's crater and swung at Avak again, forcing the Society Agent to roll out of the way to avoid being split in half. Rising, Avak struggled to regain his balance, but dodging another swipe from Oak knocked him off his equilibrium entirely.

Avak started to stumble backwards, only to be knocked off his feet entirely as the shaft of Oak's axe caught him in the stomach. Reflexively, Avak grabbed onto the pole, holding on for dear life. Before either of them could react, the momentum from the swing sent Avak crashing into Oak, causing the smaller combatant to reel from the impact. Stumbling backwards, he flailed about blindly, grabbing onto the first object his waving hands found; in this case, Oak's weapon arm.

**"Get off!**" The general Demigod roared, raising the arm high into the air and smashing it into the ground.

The blow almost knocked Avak senseless, but he still didn't let go. He couldn't. He had reached his limit. He was exhausted from running for his life for the past fifteen minutes, and terrified out of his mind. His grip on Oak's arm tightened. He didn't want to die, he didn't want to die he didn't want to diehedidn'twanttodie_hedidn'twantto-_

* * *

><p>Holly gritted her teeth, scanning the skies for any sign of either Regulus or Passion. Things were falling apart fast. That shot from Regulus should've taken that Sovereign out, but it only seemed to make him mad. They still had a chance at least though. It was only a matter of time before Matthew dealt with Lily, and once Oak crushed that other one they could-<p>

_Shra**-KROOOOOOOM!**_

There was a deafening roar behind her, and an invisible force knocked Holly to the ground, sending her rolling. She was back on her feet in an instant. What she saw made her eyes widen.

Avak had become enveloped in a brilliant purple aura, his entire body glowing with energy. He still had a hold of Oak's arm, but the rest of Oak's armor was lying in a pile on the ground. There was no body to be seen.

Avak gasped in pain. It felt as if every blood cell in his body had been replaced by razor blades. The pain was so great he could barely move, let alone breathe. His head swam, his vision clouding over and he swayed, doing everything he could to remain upright. There was...something...else as well. Something inside him, twisting roughly in his chest, searching for an outlet, and finding none. It grew fiercer by the moment as it hunted desperately for escape.

Movement at the corner of his eye caught his attention and he turned to see Holly charging at him, Sedna's dropped harpoon in hand, and a wild and desperate look in her eye. Holly clenched her jaw. She had hoped to take Avak about before he saw her coming; that was out of the question now, but she didn't intend to stop. This kid, who-no, _what_ever he was, was a threat. She half-expected him to turn and run when he saw her coming towards him, but to her surprise he moved to meet her, stumbling as he tried to keep his balance. Holly's eyes narrowed. If he was really that unsteady on his feet, it should be no trouble to take him down!

Tightening her grip on the harpoon Holly thrust forward with all her might, aiming to impale Avak on it, only to have the purple aura surrounding Avak slow the blow to a halt. It was like trying to stab through mud.

Before she could recover her balance, Avak's hands were around her neck, and squeezing. Holly's eyes bugged out; she rasied her hands, trying to pry his fingers from around her throat, but she suddenly felt drained of energy, as if the air around her had turned to quicksand. The aura surrounding Avak grew brighter and brighter as her vision went darker and darker until-

* * *

><p>"Blue Crow!"<p>

Matthew raised a hand overhead, triggering the Bullet Soul and summoning a murder of the blue carrion eaters from nowhere. As one, the birds dove at Lily, razor-sharp beaks glinting menacingly.

"Excalibur!" Lily called in response, counter-attacking with a blast of lightning that reduced Matthew's crows to charred feathers.

"Ok, then," Matthew growled. "Try this on for size!" He raised his hand again, but Lily had already made her move. There was a burst of light and a whooshing noise as Top Gear was activated, and a heartbeat later, Matthew was sent staggering forward as a sledgehammer blow slammed into his back with a meaty thud.

The Stu calmly steadied himself and reached over his shoulder to feel along his back. He sighed. As he thought. The armor was ruined.

"You know, I don't know whether to pity you, or envy you," He said as he undid the straps holding the armor together. "I keep telling you; try as you might, you can't beat me. Look," He said as he pulled the black rainment off and dropped it to the ground.

Wild Line had ripped open a large gash in the Shadow Knight Armor, and had twisted it's back section beyond repair. But underneath it all, Matthew was still unharmed.

Lily fought to keep the shaking from her legs. She'd triggered Top Gear too often in the past few minutes and now her body was punishing her for it. Unlike most of her other Pins, Top Gear affected Lily directly, rather than just being a focal point to channel destructive energy outward. Instead, the Teleportation Pin twisted space and time for incredibly breif instants, allowing her to move short distances in less time than it took to blink. Humans were never meant to manipulate the forces of nature like that though, and as a result of repeatedly jumping back and forth between reality and oblivion, Lily was almost at her limit.

"Die now," Matthew said, holding up a wrist, "before you disgrace yourself any further. Legion!"

At his command, a series of tentacles sprouted from his back, each topped by a blue eye, which took aim at Lily, and fired. Exhausted from her overuse of Top Gear, Lily was forced to rely on more mundane means to avoid the hail of lasers. She dodged to the right, almost falling as her legs struggled to comply with her mental commands. She may be down, she thought to herself as an ice-blue laser seared the air centimeters from her ear, but she wasn't out just yet.

Keeping her head down, Lily drew on her final reserves of energy and began to run in a wide arc around Matthew, triggering a single Pin all the while. Matthew himself didn't bother turning to tracke her progress, letting the tentacles on his back do the job instead, firing endless streams of energy all the while. Panting, Lily finally completed her circut and returned to her starting point, facing Matthew once again.

"What was that all about?" he asked, as the Legion tentacles retracted back into his back. "Were you trying to waste the last of your energy? You didn't even do anything."

"Think again," Lily spat, her legs shaking uncontrollably now.

Frowning, Matthew turned to look over her shoulder, only to find himself surrounded by a ring of icicles. Confused, he turned back to Lily just in time to see her stamp a shaking foot and bark "Ice Blow!" one last time, a final frozen spear piercing up through the ground to complete the circle.

"And what do you think this is going to accomplish?" Matthew sneered, gesturing at the icicles around them.

Lily didn't reply, closing her eyes and raising her hand. _Please...let this work!_

"Excalibur!"

_She wasn't even trying to hit me,_ Matthew observed as the bolt of lightning went roaring past him _So what was she-_ Then, from the corner of his eye, he saw it.

The lightning bolt collided with one of the pillars of ice, shattering it into a million peices. Instinctively, Matthew turned his head to get a better look, just in time to see the lightning bolt bounce off the reflective surface of the ice and slam into his chest, staggering him. Before he could recover, Lily sent a second bolt of lightning crashing into another pillar of ice, both it and the lightning bolt splitting as the lightning struck the edge of the ice and split into two separate bolts. One of the split lightning bolts connected with Matthew's side, the other flew into another strategically placed icicle, shattering it, and giving birth to a dozen more bolts of lightning. An instant later, the air was full of electricity, as bolts of lightning zipped back and forth, shattering pillars of ice, ricocheing off their reflective surfaces, and dividing into countless replicas of themselves by the second.

Matthew was hammered relentlessly from every side, unable to regain his balance as the endless storm brutalized his body. He was jerked to one side as a particularly strong blast of lightning struck his shoulder, twisting him around, only to have another bolt of lightning strike the back of his leg, knocking his feet out from under him. Before he'd even hit the ground, there was the dreaded crackle of ozone, and he was sent flying into one of the few icicles left standing with a satisfyingly thick smack.

Adrenaline surged through Lily's veins, driving the exhaustion from her limbs. _NOW!_

Bracing her wrist her her opposite hand she focused all her remaining energy into the Pin hanging from her wrist for one final strike. "Excali-"

"**ENOUGH!**"

Matthew's eyes, which had lost their focus from the impact, suddenly snapped back into focus. Grabbing the Chlaim Soliais from where it had fallen from his fingers, he leapt to his feet and swung the white blade in a wide arc, smashing what remained of the Ice Blow psych and scattering the remaining lightning bolts.

Lily's heart nearly stopped beating. _What..._

As if in response, Matthew spun to face her, his eyes nearly red with fury and Lily gritted her teeth. Matthew may've escaped the her ice mirror trap, but he was weakened, and Excalibur was still charged up. There was no time left to think as Matthew tensed, ready to retaliate, and so, she fired.

"Excalibur!" She cried, the lightning bolt flying from her hand as the command flew from her mouth. Matthew merely sneered in response, flicking Chalim Solais up, the lightning bolt striking the sword and reversing course, striking Lily head-on.

The former Sue screamed as electricity tore through her body, numbing her muscles and turning her limbs to lead. Her legs gave out from under her and she collapsed to the ground, her body twitching as the last of the energy worked it's way through her system.

Tendrils of smoke streamed towards the sky from Matthew's body as he stalked towards the fallen Lily, ignoring the holes the hail of lightning bolts had torn in his tunic. Kneeling, he grabbed her by the hair and jerked her head up to face him. Her eyes were unfocused, but she was still concious as Matthew waved the fist holding the All Father's Ring in front of her face.

"You just don't get it, do you?" He snarled. "It's not just because of this ring, you know, you've never been able to beat me! I've always been stronger than you, and I always will be!" He let go of her hair, letting her head drop back to the stone as he continued. "You were too late anyway. I've already used The Book of Prophecy to obtain the code for Divinity from the demigods here. Soon, I will be a god myself, and when I begin to build my army, every single soldier under my command, down to the merest foot-soldier will be divine beings themselves."

"Just imagine it," Matthew said, kneeling back down to meet Lily's unfocused gaze, ignoring her pitiful struggles to regain control over her body. "An infinite army of gods, all with divine abilities beyond comprehension. What could stand before that?"

Lily tried to reply, but her lips just flapped uselessly, making her look like a fish out of water.

"Fourtnately, for you," Matthew said, standing again, "you won't be around to see it." He raised Chalim Solais. "Goodbye, Bella Aubrey. And good ridd-AGH!"

Matthew jerked his head to one side, narrowly averting decapiating himself on Chlaim Solais as Avak tackled him from behind, knocking both of them to the ground. Matthew opened his mouth to roar some threat, and was mystified to find his lungs empty of air. Before he could try to inhale more, he felt Avak grab him and haul him to his feet. Matthew tried to fight him off, but Avak didn't even seem to notice. Then, he saw it.

Avak body had been enveloped in a corona of raging purple energy, and his mouth had contorted into a grotesque snarl, but it was his eyes that caught Matthew's attention. His irises had turned the same iridescent purple as the energy that swirled around him, but more than that, they were filled with pure, unrestrained hatred.

Avak's was shaking. He had only known anger like this once before, when Ash had threatned Lily, but this one had _actually hurt her_! He could barely think straight as he bellowed in wordless rage, the sound mixing with Matthew's scream of terror, and the strange sensation inside of him decided it had finally had had enough. It wanted out. _Now._

Avak closed his eyes, and pushed.

Summoning all her strength, Lily finally managed to raise her head. Her vision was still blurry, but it was enough to witness what happened next. The energy surrounding Avak flared blindingly bright, surging down his arms and out through his hands.

Time froze for an instant.

Then everything vanished in a single, unearthly explosion.

* * *

><p>When Lily opened her eyes again, there was nothing but white as far as the eye could see. She blinked, and the tiles of the Medical Wing's ceiling came into focus. She closed her eyes again, breifly wiggling her toes, fingers and everything else to make sure they still worked.<p>

Turning her head, she spotted Avak in the bed next to her. He wasn't moving and her heart leapt into her throat before she quickly forced it back down. The sheets were still moving up and down with the rhythm of his breathing and didn't have any wires or tubes attached to him. He looked fine too, so at least there was nothing seriously wrong with him...she hoped.

The door opened and Valerie walked in, carrying a stack of books. Her eyes lit up at seeing Lily awake.

"Hey! How're you feeling?" The healer asked, setting the books down on the table next to Avak's bed and hurrying over to Lily's bedside.

"I'm fine...I think," Lily mumbled, still tired. "How long was I out?"

"A few hours. I gave you a check-up while you were still unconscious," Valerie offered, "Nothing worse than the usual post-misson wear and tear. You still need to rest though."

Lily nodded. "What happened?"

Valerie sighed. "We knew something was wrong when Passion showed up, but by then it was too late. He'd already locked the fandom down and we couldn't get in. By the time we could open a Plothole, he was already gone."

"And Matthew and Holly?"

Valerie smiled gently. "They've both been Prohibited and are locked up in the basement now. Don't worry about The Book of Prophecy either. Adrian's returning the it to Avalon Code himself and we're going to be keeping a much closer eye on the fandom in the future." She patted Lily on the shoulder. "You finally did it. You stopped them!"

Instead of smiling like Valerie had expected, Lily's face darkened. "No, I didn't," she said softly, "I didn't do anything. All I did was need to be rescued by someone else...again." she murmured.

Valerie bit her lip. Sadness was pouring off of Lily in waves, and worst of all, a tinge of despair was beginning to creep into her aura. Before Valerie could think of something to say that would reassure her, Lily glanced over at Avak's bed.

"What about him?"

Valerie followed her gaze and shrugged. "He's...still out of it. He doesn't seem to be in any worse shape than you, but he still hasn't woken up yet."

"I mean that..." Lily waved her hand vaguely. "That...thing. Whatever it was that he did. What was it?"

Valerie shrugged helplessly. "Nobody knows. Even Adrian and Phonexia are stumped. We have no idea what it was that he did, or why it happened."

"I do."

Ben stood in the doorway, a triumphant smirk on his face, and a laptop tucked under his arm. "He's still unconscious?" He asked as he walked in, nodding towards Avak's bed.

"For now," Valerie replied.

"Pity. I wanted him to come with me when I made my report to Michael."

"Report? On what?" Valerie asked, unable to keep the slightest edge creeping into her voice.

"It's faster just to show you," Ben said, opening the laptop and setting it down on an empty bed. Footage from Avak and Lily's mission was being displayed next a readout screen displaying the amount of Sueish energy resent in the fandom.

"Just watch," Ben said, pressing play.

On screen, Avak was grappling with Oak, when the mysterious purple aura suddenly flared to life around Avak, and Oak's armor collapsed. Valerie's eyes widened as the level of Sue energy in the fandom plummeted. It fell even further once Avak incapacitated Holly, and by the time he'd dealt with Matthew, it was nearly at zero.

Ben stopped the playback, taking a moment to enjoy the stunned look on Valerie's face before announcing: "Avak's developed the ability to absorb Sue energy!"

"But...there was nothing like that in the base file you showed me," Valerie sputtered, her mind racing.

"Neither was the ability to play bass guitar."

"But you added that in for him later, didnt you?"

Ben's grin widened. "No. I didn't."

"Then how-"

"The whole point of Project Warpath is to create legions of soldier-characters." Ben explained. "However, we both know that a character's strength is at least partially determined by how well it's developed. Obviously, there's not enough time in the world to create that many fully-developed characters, so when I wrote Avak, I tried something different. I wrote him as a flat character on purpose, but charged him with an excess of creative energy, in the hope that as time went on, he would unconsciously use that extra energy to develop a personality and abilities on his own."

He turned to face the sleeping weapon. "I wasn't the one who taught Avak to play the bass," he said, "He taught himself. I just told him I was as a placebo. Thanks to that I knew my idea worked, at least to some degree, but I had no idea it succeeded this well."

"Succeeded?" Valerie asked in disbelieif. "He totally lost control of his power and knocked both himself and Lily out!"

Ben shrugged. "Avak was developed as an Anti-Sue weapon, so it stands to reason that his body would reject the presence of Sue energy. Besides, this was his first time using it, of course he doesn't know how to control it yet. But even so," he continued, almost speaking to himself, "to create an explosion of that magnitude without any experence whatsoever..."

That look was back in his eyes, re-awakening the apprenensive fear in Valerie's heart along with it.

"This is even greater than I'd expected," Ben's voice had dropped to a murmur now, his intense gaze burning a hole into the laptop screen. "Originally I'd planned to create at least a battalion of soliders with Warpath, but with powers like this, even a hundred troops would be more than enough to end this war entirely!"

"I'm showing this to Michael!" he exclaimed, slamming the laptop shut and heading for the door. "If this won't convince him to let me start Project Warpath, nothing will!"

Valerie could only stare wide-eyed in horror as Ben rushed out the door, before she set her jaw and hurried after him. Things couldn't go on like this.

Alone in the room, Lily stared down at the sheets, numb. Over in the next bed, Avak murmured something and shifted in his sleep. The sound made Lily ball the blankets up in her fist. As if things weren't complicated enough with Ben already, she just had to go and mess things up even further, didn't she? Why had she kissed Avak? Sweet as he was, he wasn't anything more than a good friend, right?

Glancing over at his bed, Lily realized with a jolt that she wasn't sure exactly how she felt about Avak. He was kind and earnest towards everyone, but now that Lily thought about it, he'd always been doubly so with her, and with the distance between her and Ben growing, she realized just how much she appreciated that. Mabye there was no harm in-

Lily squeezed her eyes shut, cutting the whisper in her heart off mid-sentence. Ben had spared her, saved her life, and given her a home and a reason to live. She couldn't just turn her back on him, especially since he hadn't purposely done anything to hurt her...

She pulled the blankets back up, and started to roll over, but stopped when she felt something in her pocket crinkle. Pulling it out, she unfolded the poem she'd written earlier. She stared at it for a few moments before curling her hand into a fist, crumpling the poem back up before tossing it at the trashcan between her and Avak's beds before rolling back over and squeezing her eyes shut in a vain effort to hold back the tears.

* * *

><p>"Ben!"<p>

The agent looked over his shoulder at Valerie's call to see the healer bearing down on him, her face grim. He frowned. "Whatever it is, can't it wait?"

"No, it can't wait. We need to talk." Valerie said, reaching him.

"About what?"

Valerie sighed. She had really hoped to avoid this, but he had left her with no choice. She took a deep breath. "Project Warpath is a bad idea, Ben." She said bluntly. There. She'd said it. Now to deal with the fallout.

Ben's frown morphed into a scowl and he folded his arms. "What makes you say that?" he challenged.

"Don't you see?" Valerie asked. "Wasn't what happened today proof enough?"

"What are you talking about?" Ben was incredulous. "Didn't you hear me? Avak's stronger than ever now! He took out two Level 6 Sues single-handedly! A little work and he'll be the ultimate Anti-Sue weapon! A hundred more like him, and this war will be over before the year is out!"

"Avak is not your attack-dog, Ben!" Valerie protested, waving a hand back towards the medical ward. "He's a person with feelings, and he has the same rights as anyone to decide whether or not he puts his life and sanity on the line! The same will hold true for any of the other characters you'll make, but you don't seem to realize that!"

"Attack-dog?" Ben demanded, his voice rising. "Avak knew what he was signing up for, just the same as the rest of us! I gave him a free chance to back out without any consequences whatsoever, but he chose, _he chose_ to become an agent!" Ben said, stabbing the air emphatically. "And in case you hadn't noticed, there's a war on! Everyone's safety and sanity is on the line every day! What _you_ don't realize is that I'm trying to change that!"

"Ben, that boy came here with nothing but a blank slate, and he wasn't capable of refusing his creator a damn thing, not matter how nicely you worded it! How you came to be so damn irresponsible with your character creation, I'll never know, but I will _not_ let you bring more like him into the world!"

Ben bristled. "Wait, wait, wait, wait, you won't _let_ me? This is none of your buisness, Valerie!" he shouted. "Last time I checked, you weren't a Leader, or did someone go and put you in charge while I wasn't looking?"

"How do you expect him to 'know' anything if you made him with no history, no memories to compare anything with?" Valerie retaliated, her voice rising to match Ben's tone. "He doesn't have the mindset or history to harm a fly, let along be some kind of super soldier in someone else's cause!"

"Mindset? Were you watching that last mission? Avak nearly killed both Matthew and Holly! If he hadn't passed out, we'd be digging graves instead of fitting Prohibitors on them!"

"And that's exactly the problem! He has no history, no experence other than what he's had with us, and no basis of morality other than what he observes. What he has observed this far does not bode well, or have you not been paying attention to that either?"

"Problem?" Ben sputtered. "Once again, we're at war here, Valerie! They have no qualms about killing, why should we? You can prattle on about ethics all you like, but in the end, it's them or us, and they have no morals, except 'kill them all and win'. Right now we've got something like ten god-level Sues running around nearly unchecked, and if we don't stop them, I don't even want to imagine what will happen. Do you?"

Valerie paused for a moment, stung by his question. Then she remembered Avak lying unconscious in the medical wing and she set her jaw. "The Society is not, and never has been anything more than a police force, Ben. We defend ourselves and those we come across, but even if there is an army at our doorstep, it's not our place to decide who lives and who dies. Dave's said it; Rhia's said it; I've said it since the beginning. I don't know how it's escaped your notice, but you need to stop and think about the kind of prescedent you're setting!"

"Prescedent?" Ben snorted. "I hate to sound like a 1st grader here, but they started it. And in case it's escaped your notice, it's a losing battle we're fighting, and we need something to turn the tide _now_, or else not only will we be completely over-run, but the multiverse as we know it will cease to be. Now, do you have any bright ideas on how to stop the Sovereigns? Because if you don't, I'd suggest you shut up and get out of my way. I've got a war to win."

Anger boiled up within Valerie's heart as Ben started to turn and leave. "_Oh, would you stop and just think for a minute, Ben_!" She yelled, Ari materializing over her shoulder, hissing menacingly at Ben as Valerie continued. "If things are really so desperate, then why has Michael hesitated on giving you the okay for this long? He knows what will happen if he gives you the permission for something like this! We. Do. Not. Make. War! The best offense is a good defense, and if Project Warpath goes through, it will turn the Society into nothing but a group of self-importaint inter-universal bullies!"

Ben fixed Valerie with a withering glare, ignoring the dragon. "Oh, quit acting so self-righteous." He spat. "You don't think I don't know what I'm doing? It's not your decision to make either way. Besides, they made this war, not us. And unlike _you_,_ I_ just so happen to be doing something about it."

Before Valerie could think of a comeback, Ben spun on his heel and stalked off. Valerie just stood there for several seconds, staring after him, her fists clenched in helpless rage.

It wasn't until Ari gently nudged her that she realized she was shaking.

* * *

><p>Avak's eyes darted from side to side, gripping Abraxis tightly. Something was wrong. There had been something wrong for several days now. Jess, Shirley, Valerie and Ben were all bustling around the band's dingy little practice space, getting things set up for their twice-weekly practice session, but for some reason, Ben and Valerie were never in the same part of the room at the same time.<p>

What was going on? Avak wondered. Was there even anything going on? Ben and Valerie weren't even so much as looking at each other, but Avak wasn't sure if that was proof if there was something wrong, or if it was proof that there wasn't.

"We gonna get rolling, or what?" Shirley growled, spinning a drumstick in her claws with a rhythmic clacking.

Ben slid Bahamut's amp cord into the socket with a click and straightened up. "Ready when you are, girl." He glanced over at their keyboardist. " Jess, you got our song list ready?"

Jess nodded, "I've gone ahead and added that song I wrote too."

Avak's ears perked up at the mention of new songs.

"RapidCycling, right?"

"Yeah."

"I-I've got a song to add in too..."

Ben turned in mild surprise as Avak stood, reaching into his pocket and pulling out a wrinkled peice of paper. It seems Avak was displaying even more talents and abilities than he'd anticipated, he mused as Jess unfolded the sheet and looked over it.

"This is really, really, good, Avak!" she said in surprise. "You wrote this?"

Avak shook his head. "N-no, I found it crumpled up on the floor of the medical wing, and I just thought-"

"That must be one of Danielle's," Valerie put in, glancing over breifly. "She'd mentioned something about letting us use some of her poems for songs earlier."

"So, it's okay then?" Avak asked worriedly.

Valerie nodded. "She said we could use them if we wanted to."

Avak beamed.

"I'll work up some music for this later," Jess said, folding the paper back up and reaching for the folder she used to store the bands music.

"Well, we've got all the songs we need," Ben said as Jess started flipping through the sheets in the folder. "We've got all our members, now all we need is a frigging band name."

"My suggestion still stands."

"We are not going to call our band The Dead Librarians, Shirley."

"Hey, it has that literary flavor Jess wants."

"Shit..." Jess groaned, interrupting their bickering.

"What's up?"

"I can't find the lyrics for RapidCycling," the keyboardist pouted. "I must've lost the page somewhere," she muttered throwing the folder back onto a chair as Ben's eyes widened.

"Wait a minute...what did you just say?"

Jess frowned. "I...said I was missing a page. Why?"

Ben's grin was wider than his face.

"Ladies and gentlemen," he said, turning to face the rest of the band.

"I believe we've found ourselves a name..."

* * *

><p><strong>Befor anyone says it, yes. Yes, I am. :3<strong>

**For the record, my next fic will be a 'Season Finale' multi-chapter, wrapping up my little storyline for Season 2. There's going to be a bit of a wait though, as I can't begin posting it until the season's further along, so don't expect to see anything else from me for a while.**

**FOR GREAT JUSTICE! **


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